驰宏锌锗: 驰宏锌锗董事会议事规则

Core Points - The document outlines the rules for the board of directors of Yunnan Chihong Zinc & Germanium Co., Ltd, aiming to standardize decision-making processes and enhance efficiency [2][4][5] Group 1: Board Composition and Responsibilities - The board consists of 11 directors, including 4 independent directors, and is responsible for strategic decisions, risk management, and operational oversight [3][4] - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment strategies [4][5] Group 2: Board Meetings - The board must hold at least two regular meetings annually, with provisions for calling temporary meetings under specific circumstances [8][9] - Meeting notifications must be sent at least 10 days in advance for regular meetings and 5 days for temporary meetings, detailing the agenda and other relevant information [8][10] Group 3: Voting and Decision-Making - Decisions require a majority vote from the board, with special resolutions needing a two-thirds majority for significant matters such as capital changes or mergers [14][28] - Directors must avoid conflicts of interest during voting, and specific rules govern the delegation of voting rights [15][11] Group 4: Committees and Oversight - The board establishes specialized committees, including an ESG committee and an audit committee, primarily composed of independent directors to ensure oversight and compliance [6][7] - The board is responsible for monitoring the implementation of decisions and ensuring compliance with legal and regulatory requirements [40][41]